-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JX6JgZGkM0bhJmx8jqbMr/V5UMjoX7HMkVn9jqk7L7r0+27gQka/+HhIcvx3aTPu cSBzcR26OKNU5/jPrM5AwA== 0000912057-95-008551.txt : 19951016 0000912057-95-008551.hdr.sgml : 19951016 ACCESSION NUMBER: 0000912057-95-008551 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950902 FILED AS OF DATE: 19951013 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALIFORNIA AMPLIFIER INC CENTRAL INDEX KEY: 0000730255 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 953647070 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-12182 FILM NUMBER: 95580380 BUSINESS ADDRESS: STREET 1: 460 CALLE SAN PABLO CITY: CAMARILLO STATE: CA ZIP: 93012 BUSINESS PHONE: 8059879000 MAIL ADDRESS: STREET 1: 460 CALLE SAN PABLO CITY: CAMARILLO STATE: CA ZIP: 93012 10-Q 1 CALIFORNIA AMPLIFIER, INC. 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q _X_ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 2, 1995 OR __ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission File Number: 012182 CALIFORNIA AMPLIFIER, INC. (Exact name of registrant's specified in its charter) Delaware 95-3647070 - ------------------------------ ------------------- (State or Other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 460 Calle San Pablo Camarillo, California 93012 - ---------------------------------------- ----------- (Address of principal executive offices) (Zip Code) (805) 987-9000 ------------------------------------ (Registrant's telephone number including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes _X_ No ___ Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the close of the period covered by this report. Common Stock Outstanding as of September 2, 1995: 5,580,330 Number of pages in this Form 10-Q: 8 PART I - FINANCIAL INFORMATION ITEM 1: FINANCIAL STATEMENTS CALIFORNIA AMPLIFIER, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except par value)
September 2, March 4, 1995 1995 (Unaudited) (Audited) - ------------------------------------------------------------------------------- ASSETS Current Assets: Cash and cash equivalents $ 6,983 $ 1,654 Accounts receivable, net 3,562 6,039 Inventories 6,770 6,029 Deferred tax asset 800 800 Prepaid expenses and other current assets 381 436 - ------------------------------------------------------------------------------- Total current assets 18,496 14,958 Property and equipment - at cost, net of depreciation and amortization 6,393 5,457 Investment in non-consolidated subsidiary 1,012 977 Other assets 836 695 - ------------------------------------------------------------------------------- $26,737 $22,087 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable: $ 2,241 $ 2,475 Accrued liabilities 4,636 2,940 Current portion of long-term debt 1,033 991 - ------------------------------------------------------------------------------- Total current liabilities 7,910 6,406 Long-term debt 1,240 782 Stockholders' equity: Preferred stock, 3,000 shares authorized; no shares outstanding -- -- Common stock, $.01 par value; 15,000 shares authorized; 56 54 5,580 shares outstanding in September 1995 and 5,471 in March 1995 Additional paid-in capital 11,031 10,268 Retained earnings 6,500 4,577 - ------------------------------------------------------------------------------- Total stockholders' equity 17,587 14,899 - ------------------------------------------------------------------------------- $26,737 $22,087 - ------------------------------------------------------------------------------- - -------------------------------------------------------------------------------
2 CALIFORNIA AMPLIFIER, INC. CONSOLIDATED STATEMENTS OF INCOME (Unaudited; in thousands, except per share data)
Three Months Ended Six Months Ended - --------------------------------------------------------------------------------------------------- Sept 2, Aug 27, Sept 2, Aug 27, 1995 1994 1995 1994 - --------------------------------------------------------------------------------------------------- Sales $14,505 $11,321 $27,170 $22,505 Cost of sales 9,629 7,924 18,090 15,878 - --------------------------------------------------------------------------------------------------- Gross profit 4,876 3,397 9,080 6,627 Research and development 1,059 735 2,022 1,474 Selling 1,160 852 2,212 1,845 General and administrative 991 852 1,925 1,655 - --------------------------------------------------------------------------------------------------- Income from operations 1,666 958 2,921 1,653 Interest and other (income) expense, net 20 78 (37) 136 Provision for income taxes 575 330 1,035 561 - --------------------------------------------------------------------------------------------------- Net income $ 1,071 $ 550 $ 1,923 $ 956 - --------------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------- Net income per share $ .18 $ .10 $ .33 $ .17 - --------------------------------------------------------------------------------------------------- Weighted average number of shares outstanding 5,954 5,541 5,890 5,549 - --------------------------------------------------------------------------------------------------- SUPPLEMENTAL SALES INFORMATION: Wireless Cable Products $10,351 $ 4,889 $17,798 $ 8,609 Satellite Television Products 4,092 6,384 9,152 13,793 Other 62 48 220 103 - --------------------------------------------------------------------------------------------------- Total $14,505 $11,321 $27,170 $22,505 - --------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------
3 CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited, in thousands)
Six Months Ended - ----------------------------------------------------------------------------------- September 2, August 27, 1995 1994 - ----------------------------------------------------------------------------------- Cash flows from operating activities: Net Income $ 1,923 $ 956 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 1,319 1,129 Loss on disposal of equipment 18 12 (Increase) decrease in: Accounts receivable 2,477 (180) Inventories (741) 891 Prepaid expenses and other assets (86) 505 Increase (decrease) in: Accounts payable (234) (1,986) Accrued liabilities 1,696 593 - ----------------------------------------------------------------------------------- Cash provided by operating activities 6,372 1,920 - ----------------------------------------------------------------------------------- Cash flows used in investing activities: Purchases of property and equipment (2,278) (2,297) Advances to non-consolidated subsidiary (35) -- - ----------------------------------------------------------------------------------- Cash used in investing activities (2,313) (2,297) - ----------------------------------------------------------------------------------- Cash flows from financing activities: Line of credit repayments -- (666) Term debt borrowings 1,304 1,276 Term debt repayments (804) (214) Issuances of common stock 765 174 - ----------------------------------------------------------------------------------- Cash provided by financing activities 1,265 570 - ----------------------------------------------------------------------------------- Net increase in cash and cash equivalents 5,324 193 Cash and cash equivalents at the beginning of period 1,654 739 - ----------------------------------------------------------------------------------- Cash and cash equivalents at end of period $ 6,983 $ 932 - ----------------------------------------------------------------------------------- - -----------------------------------------------------------------------------------
4 CALIFORNIA AMPLIFIER, INC. NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS 1. BASIS OF PRESENTATION - The accompanying unaudited consolidated financial statements have been prepared in accordance with the requirements of Form 10-Q and, therefore, do not include all information and footnotes which would be presented were such financial statements prepared in accordance with generally accepted accounting principles. These statements should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended March 4, 1995. In the opinion of management, these interim financial statements reflect all adjustments necessary for a fair presentation of the financial position and results of operations for each of the periods presented. The results of operations and cash flows for such periods are not necessarily indicative of results to be expected for the full fiscal year. 2. INVENTORIES - Inventories include the cost of material, labor and manufacturing overhead and are stated at the lower of cost (first-in, first-out) or market and consist of the following (in 000's):
June 3, 1995 March 4, 1995 ------------ ------------- Raw material $2,868 $2,087 Work in process 266 346 Finished goods 3,636 3,596 ------ ------ $6,770 $6,029 ------ ------ ------ ------
3. NET INCOME PER SHARE - Net income per share is based upon the weighted average number of shares outstanding during each of the respective years, including the dilutive effects of stock options and warrants using the treasury stock method. The weighted average number of shares used in the computation of net income per share for the three and six months ended September 2, 1995 and August 27, 1994 were increased by 412,000 and 368,000, 214,000 and 223,000 respectively, for the dilutive effects of stock options and warrants. 5 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS THREE MONTHS ENDED SEPTEMBER 2, 1995 AND AUGUST 27, 1994 SALES Sales increased by $3.2 million, or 28.1% from $11.3 million for the three months ended August 27, 1994 to $14.5 million for the three months ended September 2, 1995. The increase in sales is a result of an increase in Wireless Cable product sales offset by a decrease in Satellite Television product sales. Sales of Wireless Cable products increased $5.5 million, or 112%, from $4.9 million to $10.4 million. Sales of Satellite Television products decreased $2.3 million ,or 36%, from $6.4 million to $4.1 million. The increases in Wireless Cable sales resulted primarily from strong demand internationally for the Company's subscriber reception equipment and sales of its newly introduced broadband scrambling system, MultiCipher. The decreases in Satellite Television product sales is a result of continual softness in the domestic market relating to the introduction of the DBS system and the Company's decision to be more selective in product offerings in certain international markets. GROSS PROFITS AND GROSS MARGINS Gross profits increased by $1.5 million, or 44% from $3.4 million to $4.9 million, while gross margins increased from 30% to 33.6%. The 44% increase in gross profits is a result of a 28.1% increase in sales and the 3.6% rate improvement in gross margins. The increase in gross margin is a result of sales product mix changes as well as improvements from cost reduction programs in product designs. OPERATING EXPENSES Research and development expenses increased by $324,000 from $735,000 to $1.1 million. The increase was due to personnel additions, including a vice president of engineering, increased salaries and increased equipment depreciation. The Company's current development focus is to broaden the Company's Wireless Cable product line for subscriber reception equipment, continue its development of MultiCipher products, and the development of a KU DBS related product for Satellite Television. Selling expenses increased by $308,000 from $852,000 to $1.2 million. The increase was due primarily to increased salaries, additional personnel, including a senior vice president of sales and marketing and increased coverage in certain international markets. General and administrative expenses increased by $139,000 from $852,000 to $991,000. The increase was due primarily to salary increases and accruals relating to year-end incentive bonuses. INCOME FROM OPERATIONS Income from operations increased $708,000, or 74%, from $958,000 to $1.7 million. The reasons for the increase are increased sales and higher gross margins offset by increased operating expenses. INTEREST AND OTHER (INCOME) EXPENSE, NET Interest and other, net decreased $58,000 from a net expense of $78,000 to a $20,000 net expense. This is primarily a due to increased interest income and cash discounts during the fiscal year 1996 period. PROVISION FOR INCOME TAXES The provision for taxes for both fiscal year 1996 and 1995 is based upon a tax rate of 35%. The tax rate is less than the statutory Federal and State combined rate due primarily to benefits from export sales and research and development tax credits. NET INCOME For reasons outlined above, net income increased $521,000 or 94.7% from $550,000 to $1,071,000. 6 SIX MONTHS ENDED SEPTEMBER 2, 1995 AND AUGUST 27, 1994 SALES Sales increased by $4.7 million, or 20.7%, from $22.5 million for the six months ended August 27, 1994 to $27.2 million for the six months ended September 2, 1995. Sales of Wireless Cable products increased $9.2 million, or 107%, from $8.6 million to $17.8 million. Sales of Satellite Television products decreased $4.6 million, or 33.6%, from $13.8 million to $9.2 million. The increases in Wireless Cable sales resulted primarily from strong demand internationally for the Company's subscriber reception equipment and sales of its newly introduced broadband scrambling system, MultiCipher. The decreases in Satellite Television product sales is a result of continual softness in the domestic market relating to the introduction of the DBS system and the Company's decision to be more selective in product offerings in certain international markets. GROSS PROFITS AND GROSS MARGINS Gross profits increased $2.5 million, or 37%, from $6.6 million to $9.1 million, and gross margins increased from 29.4% to 33.4%. The 37% increase in gross profits resulted from a 21% increase in sales and a 4% rate improvement in gross margins. Gross margins improved primarily because of the Company's sales product mix changes toward Wireless Cable products and a decrease in sales of low margin Satellite Television products as well as cost reduction on programs in product design. OPERATING EXPENSES Research and development expenses increased $548,000 from $1.5 million to $2.0 million. The increases result from personnel additions, including a vice president of engineering, salary increases, increased depreciation and higher material purchases. The Company's current development focus is to broaden the Company's Wireless Cable product line for subscriber reception equipment, continue its development of MultiCipher products, and the development of a KU DBS related product for Satellite Television. Selling expenses increases $367,000 from $1.8 million to $2.2 million. The increase is primarily a result of increased salaries, additional personnel, including a senior vice president of sales and marketing and an increased presence in international markets. General and Administrative expenses increased $270,000 from $1.7 million $1.9 million. The increase is due primarily to increases salaries, additional personnel and increased incentive bonus accruals. INCOME FROM OPERATIONS Income from Operations increased $1.3 million, or 77%, from $1.7 million to $2.9 million. The increase is a result of increased sales and improved gross margins offset by increased operating expenses. INTEREST AND OTHER (INCOME) EXPENSE, NET Interest and other, net increased $173,000 from an expense, net of $136,000 to a $37,000 income, net. This is primarily due to reduced increased interest income and cash discounts during the fiscal year 1996 period. PROVISIONS OF INCOME TAXES The provision for taxes for fiscal year 1996 and fiscal year 1995 were based upon a 35% tax rate. The rate is less than the Federal and State combined rate because of tax benefits due to export sales and research and development tax credits. NET INCOME For the reasons outline above, net income increased $967,000, or 101%, from $956,000 to $1.9 million. 7 LIQUIDITY AND CAPITAL RESOURCES Currently the Company has a $5.0 million working capital facility with California United Bank at the bank's prime rate (8.75%) and $700,000 available under a capital equipment facility with NationsBank at the Federal Funds rate (5.69%) plus 2.75%. In addition, California Amplifier s.a.r.l., its foreign subsidiary, has an informal arrangement with a French bank to borrow up to $600,000. As of September 2, 1995, no amounts were outstanding under the working capital arrangement. The $5.0 million credit facility with California United Bank expires on August 1, 1996 and the equipment line with NationsBank on December 31, 1995. The Company believes that cash flow from operations, together with the funds available under its credit facilities, are sufficient to support operations and capital equipment requirements over the next twelve months. The Company believes that inflation has not had a material effect on its operations. PART II - OTHER INFORMATION Information applicable to Items 1 through 6 has been reported by the registrant in previous filings or has already been disclosed in the financial information provided in Part I. No reports on Form 8-K were filed during the quarter ended September 2, 1995. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. California Amplifier, Inc. -------------------------------------- (Registrant) October 11, 1995 /s/ Michael R. Ferron -------------------------------------- Michael R. Ferron Vice President, Finance and Chief Accounting Officer 8 EX-27 2 FINANCIAL DATA SCHEDULE
5 1,000 6-MOS MAR-02-1996 JUN-03-1995 SEP-02-1995 6,983 0 7,645 875 6,770 18,496 13,580 7,187 26,737 7,910 0 11,087 0 0 6,500 26,737 27,170 27,170 18,090 6,159 (37) 125 0 2,958 1,035 0 0 0 0 1,923 .33 .33
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